Exhibit 10.18
AMENDMENT
TO
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This Amendment to
the Amended and Restated Employment Agreement (this
“Amendment”) is effective as of the 31
st
day of December,
2008 (the “Effective Date”) by and between Live Nation
Worldwide, Inc., a Delaware corporation (the
“Company”), and Michael Rapino (the
“Executive”).
WHEREAS, the parties entered into
that certain Amended and Restated Employment Agreement dated
effective January 1, 2007 (the “Original
Agreement”).
WHEREAS, the parties desire to amend
the Original Agreement as set forth below.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements included in this Amendment and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
1. The last two sentences of
Subsection 8(a)(i) of the Original Agreement are hereby amended and
restated in their entirety to read as follows:
“The Base Salary and vacation
components of Final Compensation shall be paid in a lump sum on or
about the Date of Termination, within the time period as required
under the laws of the State of California. The Performance Bonus
component of Final Compensation shall be calculated by multiplying
the amount of the Performance Bonus (if any) the Executive would
have earned had he remained employed for the full year in which the
date of Termination occurs by a fraction, the numerator of which is
the number of days during such year that the Executive was employed
and the denominator of which is 365, and, subject to
Section 8(e), including without limitation,
Section 8(e)(ii), shall be paid as soon as practicable in the
year following the taxable year that includes the Date of
Termination.
2. Subsection 8(a)(ii) of the
Original Agreement is hereby amended by inserting the following
sentence at the end of the Subsection:
“Subject to
Section 8(e), including without limitation,
Section 8(e)(ii), such payment shall be made as soon as
practicable following the Date of Termination, but in no event
later than the later of the end the taxable year that includes the
Date of Termination and the 15 th day of the third month following
the Date of Termination.”
3. Subsection 8(a)(iii) of the
Original Agreement is hereby amended and restated in their entirety
to read as follows:
“(iii) provided the Executive
signs and returns a timely and effective Executive Release of
Claims, the Company shall maintain in full force and effect, for
the continued benefit of the Executive and his eligible dependents,
for a period of three years (the “Coverage Period”)
following the Date of Termination the medical and hospitalization
insurance programs in which the Executive and his dependents were
participating immediately prior to the Date of Termination, at the
level in effect and upon substantially the same terms and
conditions (including, without limitation, contributions required
by the Executive for such benefit) as existed immediately prior to
the Date of Termination; provided that if the Executive or his
dependents cannot continue to participate in the Company’s
plans and programs providing these benefits, the Company shall
reimburse the Executive for the cost actually incurred by the
Executive of acquiring equivalent medical and hospitalization
coverage outside of the Company’s plans and programs, but
only to the extent that such costs are substantiated by the
Executive and verified by the Company (the “Continued
Benefits”); provided that such Continued Benefits shall
terminate on the date or dates the Executive receives equivalent
coverage and benefits, without waiting period or pre-existing
condition limitations, under the plans or programs of a subsequent
employer. Subject to Section 8(e), including without
limitation, Section 8(e)(ii), any reimbursement payments made
to the Executive to cover the cost of equivalent medical and
hospitalization coverage outside of the Company’s plans and
programs in accordance with the preceding sentence shall be made no
later than the last day of the calendar year following the calendar
year in which such cost was incurred. Notwithstanding anything to
the contrary in this Section 8(a)(iii), the annual value (as
the same would be determined under Section 280G of the Code)
of the Continued Benefits shall in no event exceed $16,666.67 per
year (the “Annual Cap”); accordingly, the
Company’s obligation to provide the Continued Benefits for
any given year of the Coverage Period shall cease once the value of
the Continued Benefits that have been provided to the Executive
and/or his dependents for such year reaches the Annual Cap, after
which time the Executive shall be responsible for the full cost of
the Continued Benefits for the remainder of such year.
4. Section 8(e) of the Original
Agreement is hereby amended and restated in its entirety to read as
follows.
“(e) Code Section 409A
Compliance .
(i) To the fullest extent
applicable, amounts and other benefits payable under this
Ag
